Women in low-resource countries are at high risk for co-morbid HIV and perinatal depression, yet are the least likely to obtain mental health and HIV treatment services because of a variety of personal, practical and organizational constraints. Independently, HIV and perinatal depression place women and their children at risk for poor health outcomes; together, these co-morbidities interact to compound the risk, having serious consequences for maternal, child, and public health outcomes. The proposed study will directly address this important, but neglected area by evaluating the feasibility and preliminary efficacy of an innovative intervention approach, BEST-maCARE [Better Education, Support, Treatment for maternal Capacity, Adherence, REtention in care]. The multi-component intervention is integrated into routine perinatal care and uses adjunctive mobile phone counseling, a promising, sustainable way to reach and engage women with co-morbid conditions in care and improve health outcomes. Most mobile phone interventions tested in limited-resource settings have relied on SMS text messaging. A phone counseling approach appears to be a more suitable for addressing the health challenges faced by women in resource-limited settings because many women have difficulties deciphering even simple text messages given literacy and language barriers. The intervention approach has been found effective in improving adherence and self-care behavior of persons living with HIV in the U.S., but its usefulness in addressing significant gaps in care among women with co-morbid conditions in a different socio-cultural, limited resource setting has not been examined. This project will use an evidence- based, time and resource-efficient process (ADAPT-ITT) to modify the intervention for delivery in different socio-cultural setting than originally created. The study will be conducted over two years in Bangalore, India, an ideal setting given high rates of depression and HIV among women, wide spread use of mobile phones in rural and urban areas, and fitting bi-national, complementary expertise of the multi-disciplinary team. During the first year we conduct elicitation research with patients and providers (n=35) in antenatal public clinics in Bangalore to deepen our understanding of the understanding of dynamics of risk among women embedded in socio-culturally constrained roles and leverage points for intervention. During the second year of the project, in accordance with the aims of a Stage Ib pilot trial, we will conduct test the feasibility and explore preliminay effect of the intervention to prepare for a full scale efficacy trial (R01). We will employ a two-am randomized between-groups experimental design (Best-maCare versus an attention control condition) and examine standardized, repeated dependent measures of clinical outcomes and process variables at 5 time points over 24-weeks.